The Amazing Spider man 3
by johnpatgillespie
Summary: It has been 2 years since that night in the tower, and Peter is still trying to recover from Gwen's death. But he soon meets young Felicia Hardy, a worker from Oscorp who becomes the vigilante the Black Cat. Spider-Man must then find all the heart and courage he can get to face Harry Osborn's latest candidate: The Rhino. Rating may become M in later chapters
1. Partners

"On behalf of the people of New York, and real rhinos everywhere, I ask you to put your mechanised paws in the air!" Spider-Man shouted through a megaphone to Aleksei Systevich, a Russian mobster who had escaped from prison and had broken into Oscorp to steal a robotic suit of armour, now calling himself "The Rhino".

"Never! I crush you! I kill you! I destroy you!" Systevich replied before charging towards Spider-Man at full speed, with missiles shooting out of his suit. Spider-Man simply said "there really is no place like home" before grabbing a manhole cover to deflect the missiles and swinging it at the Rhino's horn, denting it so as to impair Systevich's vision through the suit. However, this did not do the trick, as the Rhino caught Spider-Man and threw him into a building. Spider-Man looked out of the hole in the building to see the Rhino causing destruction throughout the city, before charging toward a young woman in the street. This young woman, Harry Osborn's former secretary Felicia Hardy, was on her way to visit her former employer in the Ravencroft mental institution, and had not the knowledge that this crazed maniac was hired by none other than Harry himself.

When she was suddenly whisked off of her feet and tied to the roof of the Empire State Building, as a mysterious man in red and blue spandex jumped off the roof and continued his battle with the Rhino. Spider-Man lept down and landed on the back of the Rhino armour, tearing out several wires and cogs, causing the suit to malfunction vigorously, crashing into a wall in the process. Systevich tried to escape from the destroyed armour, before being webbed by his hands and feet to a wall, by none other than Spider-Man himself.

"Well, five months since that happened and I'm still getting deja vu" Spider-Man said as he used his webbing to pull down the Rhino's pants, revealing his Russian flag-decorated underwear. After Systevich's arrest, Spider-Man swung over to where Felicia was webbed up, and cut her free.

"There you go, ma'am. You're safe now" Spider-Man said as he whisked her down to the ground.

"Why did you save me. I'm not important" Felicia said, having the low self esteem that she had.

"You're important, Felicia."

"How do you know my name?"

"It's um, on your coat. Anyway, yeah, you're important. We're partners, right. We look out for each other."

"Yeah, partners"

"Okay, stay safe, Felicia" Spider-Man said before swinging away on a web. One person said "look! It's Spider-Man! He's back!" after which came thunderous cheers and applause.

Meanwhile, at the Ravencroft institution, Harry Osborn sat in his cell, looking in the mirror at his slightly disfigured appearance, grinning menacingly. When suddenly a voice came from behind him.

"So, you seem to be enjoying yourself" the man said.

"Yes indeed. How did the Rhino do. Did the spider come out of hiding?"

"Yes. Although he defeated Systevich. Maybe the suit was just a little over sized"

"Hm. Well, maybe it's time the goblin came out of Moria. Ah ha ha ha ha ha!"

THE AMAZING SPIDER-MAN 3


	2. Felicia?

_Two years later..._

Peter Parker stood in the local graveyard, looking over the graves of the three most important people in his life. First there was the grave of his uncle, Ben Parker. He was murdered four years before by a man robbing a convenience store. Peter had the chance to stop this man but didn't, as the shopkeeper had ripped him off for being two cents short. Next there was captain George Stacy. He was killed by Dr. Curtis Connors, who at that time was known as "The Lizard". Peter had promised to the captain that he would stay away from his oldest daughter, Gwen Stacy. Peter had broken this promise, which led him to the next grave: Gwen herself. After Max Dillion's death, Harry Osborn arrived on the Oscorp goblin glider, and had kidnapped Gwen when Spider-Man refused to give Harry a possibly life-saving blood transfusion. In the ensuing fight, Gwen fell down the inside of the Oscorpower tower. Peter tried to save her, but it was too late. The web he had caught her with snapped her neck on impact. It was only due to inspiration from Gwen's graduation speech that Peter became Spider-Man again after five months to fight the Rhino.

Meanwhile, Felicia Hardy sat inside her house, putting on a long white wig and a small black mask to cover her eyes. She walked into her living room, where every wall was covered in pictures of Spider-Man. She had more pictures of him on one wall than Max Dillon had in his entire house. She quickly strapped on a skin-tight black catsuit, and used her long fingernails to cut open a v-neck in her suit, exposing her 34DD cleavage.

"I gotta look sexy for Spidey" Felicia said before leaping out of her window.

Meanwhile, in another part of the city, Spider-Man swung past Oscorp in his newly made costume. It was similar to his previous costumes, although with a slightly darker colour scheme and slightly less tightening torso area (see cover image for better view). He looked through the window to see the current CEO of Oscorp Donald Menken scolding one of his scientists.

"I hired you here so that you could undo the damage that Connors and Osborn have done to this company Dr Octavius. Next thing you know some escaped Russian mobster steals our Rhino suit and rampages through the city. He nearly killed Harry's former secretary Felicia, who may I remind you sir, has now become a total Spider-Man fanatic."

"With all do respect, sir. I was not in charge of the Special Projects program at Oscorp and because of that I could not have anticipated or prevented Systevich from stealing the suit."

"Very well, Otto. Consider yourself officially in charge of the Oscorp Special Projects program. Congratulations."

With his new control of the program, Dr Octavius walked into the basement and into a secret passage which led into the Ravencroft institution. There he was met by the mysterious man in the shadows known as Gustav Fiers.

"Ah, Otto, old friend. How did we fare" he asked.

"Very well, Gustav. You are looking at the manager of the Oscorp Special Projects program."

"Good. The group will be very pleased indeed. When the time comes we will take the weapons which are rightfully ours" Gustav said, showing a hologram of blueprints for several weapons in the Oscorp Special Projects program. Those included were completed models of the Goblin suit and Rhino armour, as well as a set of wings and a casket containing a symbiote labelled "Venom". But suddenly Octavius paused the slideshow and said "if we are to do this, then I would like a few arms extra" looking at the Oscorp robotic prototype "Octopus Tentacles".

After Dr Octavius had left for Special Projects, Spider-Man swung down into the city past the skyscrapers and landing on the Chrysler building, when a helicopter flew through the sky, Spider-Man listening to their announcement on his radio tracker.

_Okay, everyone. There is no report of any crimes tonight. You folks and your young ones can sleep in peace tonight, knowing that your friendly neighbourhood Spider-Man is keeping you safe. Oh, what's this. There appears to be reports of someone free-running on the buildings down on 39th Street. We have identified the subject as being female with long white hair, and is wearing what appears to be black skin-tight latex. Repeat, on 39th Street._

Spider-Man simply said to himself "oh great. At least I have something to do tonight" before swinging his way down to 39th, where he spotted a small silhouette leaping across the buildings and gave chase.

The young woman ran across from building to building, until suddenly she was caught in one of Spider-Man's webs.

"Hey, ma'am. You shouldn't be out here at this time of night" he said.

The woman responded "well, I was just helping you. We're partners. We look out for each other, remember". Hearing these words made Peter think back two years, when he fought Systevich and saved a young woman, saying the exact same thing.

"Oh my God. Felicia?"


	3. Do you have a girlfriend?

That night, Spider-Man brought Felicia, or as she liked to call herself, The Black Cat, back to her apartment, where she said "thanks for the ride home Peter. I really appreciated it" as she took off her mask and wig.

"Wait how do you kn-I mean I don't know why you're calling me that" Spider-Man said.

"Yeah, nice try" Felicia said, reaching into her cleavage and pulling out Peter's phone, which she had taken from him as he helped her into the apartment.

"Okay, so the secret's out, great" Peter said, taking off his mask and slumping down next to Felicia, who gave him his phone back and said "don't worry. Your secret is safe with me". Peter smiled at her as he unlocked his keypad, before looking at an old picture of himself and Gwen.

"Who is she?"

"Oh, she's uh...she's Gwen. Gwen Stacy"

"Oh" Felicia said, slightly less happy than before. "Is she your girlfriend then?"

"Well, she was" Peter said, trying not to think back to that night.

"Oh, I'm so sorry" Felicia said, trying hard to hold back her smile. "So, do you have a girlfriend?"

"No. Not anymore. My aunts been trying to set me up with this MJ chick next door, but I don't think that's ever gonna happen. I mean, what if she finds out my secret and I always have to save her. Yeah, I'm staying away from dating for a few years now"

"Wait. MJ Watson?"

"Yeah, MJ Watson, my neighbour."

"Oh I know her, she goes to my gym. We work out together all the time. We always sneak in after hours though. Makes working out a lot more private and enjoyable, plus we can do what we want. Example, just last week we were practising some wresting holds and she ended up pulling my top off and I pulled off hers and then we were just there rolling around topless."

"Well, that's...interesting" Peter said, trying to hide his obvious arousing.

"Well," Felicia said, moving slightly closer to Peter, resting her hand on his knee. "Wow, it's so cold tonight, huh?"

"Well, do you want to put on your heater?"

"Oh, no, no. No need for that. I don't want to boost my gas bills or anything. After all, there are other ways to keep warm" Felicia said, seductively pushing herself against Peter, licking the side of his face with her tongue.

"Oh, Aunt May just texted me" Peter said before Felicia pressed herself onto him completely, her large breasts knocking his phone out of his hands. She pressed her lips against his, her tongue begging for entrance. Peter hesitated for a moment, thinking that he did not know this woman as well as he should do before going _this_ far. When suddenly he saw the light flash, and Felicia's face shifted into that of his lost love Gwen, which distracted Peter enough for him to open his mouth in shock, which led Felicia to take her chance and stick her tongue down his throat. Peter could feel it's smoothness on his tonsils.

When suddenly the clock on Peter's phone rang for Midnight, causing him to push Felicia away and get his mask and jump out of the window. Aunt May usually would have the police looking for him if he wasn't home at 00:05. When he reached his house, at 00:04:45 Peter walked through the back door and was greeted with "oh, Peter, good. You're home."

"Hey, Aunt May. You know you don't have to wait up for me anymore" Peter said. Aunt May knew this fact, for she never did worry for her nephew being out late anymore. He never came home bruised and beaten anymore, well, maybe his face was covered in soot every now and then but still, Peter would always come home safe. But she needed to talk to him while she still remembered.

"I know that Peter, it's just that I got you a date with Mary Jane"

"Oh. Great" Peter said, trying to fake happiness. He loved his Aunt May, and he knew that she was trying to help him move on from Gwen, but Mary Jane Watson, when he last saw her five years ago, was the most annoying person he had ever met. She came from a broken home, horrible parents, but he would always choose soul mate (Gwen) over sympathy (MJ).

Peter went to bed that night, and thought how much easier his life as Spider-Man would probably be, now that he had a partner to help him. However, it also caused him to remember his last "partner". His eyes and ears Max Dillon. Peter began to feel regret of what he had done to Max. It was his fault that he didn't remember one of the easiest names ever, as well as letting that sniper shoot at Max. Had Peter been the one who was shot at, Max would have jumped forward and taken the bullet, so why didn't he do the same? Max seemed like a good guy, and he did think Spider-Man was awesome, nothing wrong with that. So yeah, he and Max could have made a pretty good team. It would have been much easier to beat Harry and maybe even save Gwen if he and Max teamed up. Peter then promised himself. If he could do it all over again, he would be what a partner should be.

"The unstoppable duo of Electro and Spider-Man. Ha ha, I like the sound of that" Peter thought to himself as he nodded off.


	4. Catfight: Fighting for love

The next day, at about eleven 'o' clock, Felicia swung down to the New York Ladies Fitness Gym, where she opened the locked door with ease. She walked through the deserted gymnasium, eventually arriving at the sparring area and turning on the lights, before going to a locker and emptying her gym bag. She quickly took off her wig, changed out of her catsuit and put on a black tight fitting sports bra and shorts, with nike trainers and tying her hair back. She then got out a pair of black Boxing gloves and a small bottle of baby oil (MJ had told her to bring it for some unknown reason).

Felicia was slightly startled when her sparring partner Mary Jane came into the room, already changed into a tight, blue sports bra and shorts, holding boxing gloves and baby oil. In her gym bag was a black dress which exposed a lot of her cleavage. She was going to wear this for her date with Peter that day. Felicia did not understand why Peter didn't like MJ, for she was an almost perfect woman. The 22 year old had long, dark red hair with a 34DD bra size and a slim toned figure, with some small muscle from working out very often. But not that it mattered, Spider-Man was Felicia's, and she wouldn't let anyone take him from her.

"MJ. How are you?"

"Oh, you know me. That nice woman who lives next door to me hooked me up with her nephew. We're having lunch tomorrow."

"Oh, that's so nice."

"So, what do you think. The usual?"

"Few rounds of boxing and then some wrestling? Yes sir."

"Sounds good to me. Did you bring that stuff I texted you for?"

"This oil stuff? Yeah, I brought it"

"Good. You wanna get started?"

"After you, MJ" Felicia said, pointing in the direction of the fighting ring. They both walked over to the ring and stood in their respective corners. MJ put both the bottles of oil on the light hooks above the ring, before they both walked to the centre, tapped gloves, and began their match. Felicia slipped a jab into MJ's abdomen, while the latter slammed a left hook into her face, causing some blood to trickle from Felicia's nose. Despite this, Felicia _insisted_ they continued before grabbing MJ around the waist and throwing her to the canvas, this however not putting Mary Jane out of action, as she lept up to her feet and slammed her fist against Felicia's breast, spinning her into the ropes. Felicia quickly recovered and struggled MJ into a headlock, taunting and spanking her while she tried to escape. Eventually MJ slipped out and pushed them both into the corner, knocking the oil bottles from the hooks and smashing onto the canvas, covering the ring in baby oil. MJ and Felicia still struggled in the corner, during which both their gloves came off when Felicia pushed MJ onto the oily canvas. Felicia kneeled down next to her, where MJ stuck her cold, oily hands into Felicia's cleavage, pulling her into the mess as well. Felicia pulled MJ's hair, and began talking about Peter.

"Oh, what does that Parker see in you? He'd be better off with me!" Felicia taunted before body slamming MJ as she tore off the latter's sports bra and shorts, leaving her completely naked.

"What do you mean?" MJ asked.

"I know your date! And we're in love! Peter is mine, MJ! And I don't care if I have to fight you or even kill you for him! He's mine!" Felicia said stubbornly before grabbing MJ by the crotch and pulling hard, causing her excruciating pain. When MJ finally gathered enough strength to pull on Felicia's breasts, eventually taking off her top, Felicia struck her in the face.

"Come on oily" Felicia said. "Let's see who fits Parker better. Help me take these fucking shorts off!" she murmured as she ripped off her shorts, leaving them both nude.

"So, you think Peter will be better off with you, huh" MJ said, to which Felicia said "let's see" as they wrapped their arms around each other's shining naked bodies and fell to the floor, rolling and struggling on the canvas. As MJ smothered Felicia's face with her breasts, Felicia clawed at her abdomen with her long fingernails and tugged at MJ's nipple with her teeth. After over an hour of this struggle, Felicia pinned MJ on the canvas as MJ grabbed her breasts.

"Peter loves me!" Felicia said.

"Get off of me before I rip your fucking tits off!" MJ said as she tightened her grip on her opponent's DDs. When suddenly the ring collapsed and they fell to the hard tile floor, MJ being knocked unconscious, but Felicia managing to land on her feet(as always). She took MJ's torn clothes and put them next to her body, before changing back into her catsuit and wig and going home.

When MJ woke up over twenty minutes later, she went to her locker and opened her gym bag to change into the dress that she was wearing for lunch with Peter that day, only to find her dress oiled and shredded, by no one other than Felicia.

"That bitch!" she said under her breath.

Meanwhile, Felicia was in her apartment, seeing the time at being 10am. MJ was having lunch with Peter at 12pm.

"Enjoy going to lunch with that dress" Felicia said, chuckling at her little trick.


	5. The Hobgoblin

Peter waited at the street corner cafe for Mary Jane to arrive. He had been to this cafe once before. With Gwen. He tried not to think about Gwen when he suddenly saw MJ. He had met her before, but it was like he saw a stranger now. MJ had grown into a beautiful young woman. Her body perfect in every curve and edge, as well as some decent muscle on her arms and legs, she said "hello Peter. Haven't seen you in a long time."

"Oh, hi MJ. You look nice"

"Sorry about my clothes" she said, referring to her baggy T-shirt and jeans. "Some bitch ruined the dress I was wearing, so I had to find something else to wear"

"Oh it's fine. It's fine" Peter said as they sat down. After a short chat about the time that had passed since they last saw each other, a waitress said "hey, can I take your order."

"Oh, yeah, I'll just ha-Felicia" Peter started, seeing Felicia in her tight-fitting waitress outfit.

"Hey partner" she whispered.

"I'm sorry MJ. I'm just gonna use the bathroom."

When Peter had hid behind the wall, Felicia said "so Peter, how's your girlfriend?"

"Okay one: she's not my girlfriend. And two: since when have you been a waitress? I thought you worked at Oscorp?"

"Yes. I can have two jobs you know, it's called multitasking."

"Oh and by the way, did you sabotage MJ last night?"

"What. Oh come on, partner. You know me"

"For one day!"

"What about two years ago?"

"Regardless, I'm only having lunch with her right now because my Aunt May organised it, and she only wants what's best for me. I just wa-"

When suddenly, a huge explosion rattled in the streets, and Peter and Felicia quickly changed while no one was looking, Felicia managing to get a good look at Peter's muscular physique.

"Now that's something you don't see everyday"

"Come on!"

In the streets, several bombs went off on the pavements, as suddenly Spider-Man saw someone he hoped never to see again.

"Oh no, not you, Harry"

"No, not Harry" he answered. "Harry is dead because of you. All that's left is...THE HOBGOBLIN!

Peter tried to fire webbing at the weak parts of Harry's armour. Although it was all for nought. The suit was now complete, with hard green and purple armour covering Harry's entire body, with earpieces in the shape of goblin ears with built-in interface, which allowed him direct contact with Gustav Fiers and Dr Octavius.

"Hello again, Felicia. It's nice to see that Menken still let you keep your job after the whole "Dillon" incident. What brought you to that side anyway"

"Turns out that soldier Systevich of yours attacked on the day that I was going to visit you" Felicia explained. "And now I'm Spider-Man's partner."

"Oh, such a mistake" Harry mocked through the battle. "And I suppose Spidey over here hasn't told you about what happened to his last partner, has he?"

When suddenly, Harry felt a stinging electric shock that was absorbed through his suit, knocking him off the glider and falling to the ground.

"What the hell did that?" Peter asked, to which a deep, crackly voice said "I did!"

Suddenly, the electric pipes beneath them snapped open and bolts of blue electricity flew out, forming the shape of a human being.

"Max?"

It was no dream. Max Dillon, also known as "Electro", had returned. He had successfully managed to subdue Harry by damaging the circuits in his suit.

"This is impossible! How did you survive?"

"Perhaps you know nothing of electricity. Electricity does not die, Spider-Man. And neither do I."

"So, Harry, or should I say Mr Osborn" Felicia said as she kicked Harry to the floor. "The Hobgoblin was all you could think of?"

"If you must know, Felicia" Harry objected as he blocked her attacks and eventually threw her aside. "The Green Goblin was already taken! As you'll find out soon enough!" he continued as he summoned his glider and escaped.

"Max" Spider-Man said when the battle was done.

Electro flew to the ground, and was then struck with freezing cold water, which knocked him close to unconsciousness. Felicia dropped the hose and said "come on, let's put old Dubstep- Voice over here in Oscorp, where he belongs."

Soon after, Peter sat back down at the table with Mary Jane, who asked "you were longer than I expected. Where were you?"

"Yeah. I had-uh...Diarrhoea" Peter answered awkwardly, to which MJ giggled slightly. Felicia saw the look on MJ's face, and said "enjoy while you can, whore. He's _my_ man"

Meanwhile, Harry rendezvoused with Fiers at Ravencroft, where he said "Peter's getting his own little team together. We need the next candidate"

"I volunteer myself" Octavius answered as he came into the room.

"Good" Fiers replied. "You're next, Otto."

"No" Octavius said as he looked over blueprints and found the weapon of his choice. "You can call me...Dr. Octopus!"


	6. A proposition

The next day, Felicia took Peter to Oscorp, where, after sneaking past or overpowering the guards, they went to the Special Projects division. Being here made Peter think back to a conversation he had with Gwen the night she died.

_(FLASHBACK)_

_"Peter, if Max destroys that backup power, they're never going to turn this back on"_

_"Well, what do we do?"_

_"I'll turn it on, and you talk to Max"_

_"Wait, did you say, talk to Max? Are you kidding me?"_

_"Peter, you have to help Max. He was your eyes and ears once, maybe he will again"_

_(FLASH-FORWARD)_

Peter had never seen such terrifying weapons in his life. There was a winged flight suit, a black symbiote, and even a serum which neutralised any special genetic abilities until the point of anger. When finally they arrived at the cell of the very person they wanted to see.

"Hey, Sparkles" Peter whispered as he quickly put on his mask before the imprisoned Electro awoke.

"Spider-Man. What are you doing here"

"I came to talk to you"

"Talk?"

"Yes. To talk to you. But I wanna talk to Max, my eyes and ears. Cause, I have a proposition for you"

"What could you have for me?"

"If I let you out of here, you help me and Felicia stop Harry Osborn"

"What makes you think you can trust me, ca-

"I don't. Gwen Stacy did. She believed that if we just talked about our problems instead of you turning off all of New York's power supply, than we could have been partners again. And she died for that belief"

Hearing that his actions caused an innocent person to die, Max dropped his head in guilt. "You must me insane, if you wanted to come to me for help"

"I'm Spider-Man. Insanity is what I do best" Peter said as he unlocked Max's restraints, freeing his former fan.

When suddenly, several guards came in, led my Menken, who said "freeze! You're all under arrest. Well, is that Miss Hardy under that mask and wig, I almost didn't recognise her with white hair. Oh well, this really does explain why you kept showing up to work late."

Before anyone could move, Menken and his thugs were shocked unconscious by the escaped Electro, when Spider-Man said "why did you do that?"

"I'm your eyes and ears, remember" Max answered. Before they left, Felicia said "wait. How are we supposed to get out of here with this glowing dubstep machine without being caught."

"Way ahead of you, Miss Hardy" Max said as he grabbed the neutralising serum from the vault and gulped it down quickly.

Five minutes later, Peter Parker, Felicia Hardy and a more normal looking, gapped toothed, funny haired and bespectacled Max Dillon walked out of Oscorp without being arrested.

That night, Harry and Dr Octavius walked into Special Projects, where the doctor went into a vault while Harry looked around.

When Octavius came out, he now had the Oscorp Octopus tentacles: Four large robotic arms with built in weapons, attached to his back. He said "now, let's go catch a spider" before stomping out the way they came.

But before Harry joined him, he walked into a small vault and looked at the object within.

"Time to wake up, Dad" he said to the cryogenically frozen head of Oscorp founder Norman Osborn. "It's time for the Green Goblin to make his entrance! Ha ha ha ha ha!"


	7. Dr Octopus!

When the group arrived at Max's old, quarantined house, Peter kicked the door down to get inside with Max and Felicia. All through the journey there, Peter thought with guilt of how Max had felt about being lied to only two years ago.

"Okay, I'm gonna get some stuff from upstairs, be down in a minute" Max said before going upstairs. Peter took this time to look around Max's house. He walked into the living room and saw the small collage of Spider-Man pictures that Max had put on his wall, back when he idolised him. Peter saw the newspaper that Max had which had it's headline rearranged with magazine letters to say "Max and Spider-Man save New York". Seeing this made Peter feel guilty enough for his treatment of Max, but then he saw the cake. The small birthday cake that was on the table decorated with green stripes and small yellow lightning bolts, with the name "MAX" on the top next to the one candle. The day he became Electro was also Max Dillon's 42nd birthday, when he was forced to stay at work past closing time to fix a dangerous electric leak, himself only being brave enough to do so due to inspiration and motivation from Spider-Man.

"Okay, I'm back" Max said as he came down the stairs with a box in his hands. When no one was looking Peter took the cake from the table and put it in a box, placing it in his rucksack with his costume. _That could be useful later_ he thought.

When they got in the car, Felicia said "so, what do you think Harry meant? Who's the Green Goblin?"

"I don't know" Peter said. "But I think we can find out"

They drove through to arrive at an old empty factory in New Jersey.

"Where are we, Max?" Peter asked, to which he answered "one of Mr Osborn's first factories. He built this thing over 30 years ago" before showing them a map of Manhattan Island, as well as a small blueprint of Liberty Island.

"They just built a new one here" he explained, pinning a picture of the new Oscorp tower, right at the foot of Lady Liberty. "It was a memorial to Old Man Osborn himself. Whatever Harry's packing for us, it's in there"

When suddenly, the wall burst open and the group came under attack. Octavius revealed himself, and his four robotic tentacles that he had strapped to his back.

"Dr Octavius?" Felicia said, having already met the doctor a few months ago.

"Oh, have you not heard?" he mocked as he picked her up with one of the arms. "I am Dr Octopus! And you idiots can't beat me!"

"Hey, Doc Ock!" Peter said, now in his Spider-Man uniform, as he threw a metal beam at their enemy.

"Hello, Peter Parker!" he responded, grabbing him by the throat, only to suddenly be zapped by Max, who had managed to overcome the effects of the neutraliser and was once again as blue as , and sent into a wall.

Once Octavius had recovered, Spider-Man dodged the tentacles' attacks and kicked him in the face, cracking one of the lenses on Octavius' sunglasses. While Max and Spider-Man fought Octavius, Felicia picked up a sharp, serrated steel pipe and managed to slice off the head of one of Octavius' tentacles, distracting the doctor long enough for Max to electrocute him and for Spider-Man to subdue him by tying up his tentacles with webs.

"Is everyone alright?" Felicia asked.

"Yeah, we're fine" Peter answered, as Octavius released himself and fled, but then saying "you may have won this round, Spider, but don't worry. The Osborns are planning a big surprise for you! Ha ha ha!"


	8. What about Gwen?

Harry walked into the Ravencroft base, met Fiers and said "so, is he here?"

"Just the way you left him, Harry" The Gentleman answered, leading them into a compact bedroom where Systevich and Octavius sat at either side of a bed, in which lay none other than Norman Osborn himself.

"Hello Dad. Are you comfortable?" Harry asked sarcastically, to which his still ailing father said "not as comfortable as I'll be once I have Spider-Man's blood."

"Yes, indeed" Fiers cut in. "Once you are cured, old friend, we shall dispose of Menken, and Oscorp will be ours to command once again"

"First: Oscorp" Norman started. "Then: The city. Then: The world. Nothing shall stand in my way"

After a violent coughing spree, he turned to Harry, and said "this is the future, my son. Men like us, were meant to rule the world. And it all starts now"

After a brief hesitation, Harry said "what about Peter?"

"Not everyone has a happy ending"

Meanwhile, as Felicia drove the car that she had stolen from Menken, Peter and Max sat facing each other in the back seat. After an awkward silence, Peter said "so...why?"

"What?"

"Why are you doing this? Why are you helping us? Why are you helping me?"

"Gwen"

"What?"

"Gwen Stacy. Your girlfriend"

"What about Gwen"

"It was my birthday" Max explained. "The day "it" happened. I got to work, was sent off to the job by Mr Smythe, I got in the elevator, then suddenly, I heard a voice. It was a young woman. She needed the elevator and asked to stop. I blocked it from shutting and nearly broke my hand in the process. We introduced ourselves, and then she saw the card I was holding and asked if it was my birthday. I tried to make up a story to stop her from seeing the nobody that I really was. We then saw you on the TV, and I told her about the day you saved me, but then, when she got to her floor, she said goodbye, and she called me Max. She remembered my name. Gwen was a good person, one of the only people who have ever been nice to me. Sure she hit me with a police car a couple of days later, but still. Of all the people I killed. Kafka, the Ravencroft guards, the people in Times Square, I never forgot that innocent young Gwen. And if it weren't for me and my god-like delusions, she'd be here right now."

Max's story was almost enough for Peter to break down with memories of Gwen, but tried to say "Max, I'm sorry. I didn't mean for them to shoot at you, I swear. It was be-

"Don't try to apologise!" Max snapped. "You said you needed me! I was your eyes and ears! And now, because of you, I have to go all Days-of-Future-Past just to avoid being arrested!"

"Look, Max. Calm down" Peter said, noticing the blue hue beginning to return to Max's eyes.

"I was surrounded. But for the first time in my life, they could see me. You could have helped me, like a partner should. You let them shoot at me! If I saw that happen to you, I would have kicked that guy's ass before he even pulled the trigger, or even taken the shot for you. But you betrayed me! And when it happened, everybody else thought I was the bad guy. Every camera was on you!"

"Max, I'm sorry" Peter stuttered, Felicia hearing their conversation.

"You saw them put me in Ravencroft! I was there for days. I was nothing more than a guinea pig. Than a lab rat to them. You let them torture me! Shock me. Drown me. Poke me like a circus creature. I was expecting you to come any day and save me. But you didn't, did you? Well, maybe for the first three days I thought you would come, but by the fourth, I had lost any hope I had left. You took that hope from me!"

Felicia had to take matters into her own hands and turned a 360o spiral, which briefly stunned Max to the point of calming himself down.

"Max, I swear. I had no idea what they did to you in Ravencroft. I know I should have tried to help you. And I wanted to. I just should have tried to stop the sniper, that's all. And Max, if we don't work together, Oscorp will destroy everything. I know I lied to you, but Max, I _need_ you"

"You need me?"

"Yes Max. Please, I need you. I need my eyes and ears again, buddy. You trusted me once Max. Now I have to ask you. As a partner, as a friend. Will you trust me again?"

After a brief hesitation, Max said "come on. Let's go slay the Goblin"

"Yes" Felicia said from the driver's seat. "Now you're talking, Dubstep!"


	9. Professor Dillon

Harry sat overlooking the city, while Fiers and Norman discussed their plans.

"So, is the trap set?" Norman asked.

"Indeed. Spider-Man has no idea of our spy. But he has to trust them"

"H-hm. Is the armour ready?"

"Yes. Now all that matters is getting Spider-Man to come to us"

"I handle the insect. No problemo" Aleksei said from behind them.

"Very well, Systevich. It is your turn"

Aleksei went into the gantry, where he put on his newly upgraded Rhino armour. It was twice as equipped as before, only with a sleeker and less bulkier stature. The headpiece exposed his face but covered the rest of his head, with goggles to protect his eyes and a large rhinoceros horn on top of his helmet, which doubled as a retractable visor when he was in battle mode.

"Time to crush the spider" Aleksei said as he set off on his mission.

"Hey, Aunt May" Peter said as they walked through the door. "This is my lab partner Felicia and our teacher, Professor Dillon. I'm just showing them uh, a...um, project that I have been doing for class, if that's okay with you"

"Oh, that's fine with me, Peter. It is nice to meet you, Professor"

"It's a pleasure, Mrs Parker" Max answered. When they went upstairs, Felicia logged into Oscorp using Peter's laptop, while Max looked around the bedroom, eventually seeing a framed photograph of a young boy next to an older man. The older man in the picture had white hair and wore glasses, while Max presumed the young boy was Peter when he was ten. "Is this you?" he asked, to which Peter answered "uh, yeah"

"Who are you with here?"

"Oh, him. Yeah, that's, uh...my Uncle Ben. He died uh...about four years ago"

"Oh, so sorry" Max said, putting the picture back on the shelf.

"It was, um...my fault, like everything else" Peter continued, thinking back to the night where it all began.

_(FLASHBACK)_

_Peter skated home and walked up the steps to his house, surprised to see his Uncle Ben sitting on the porch, waiting for him._

_"Did you forget something" he asked, before Peter's phone rang, but before he could answer it, Uncle Ben said "no, no. Don't answer that. I'm just glad to know it's working. You owe your aunt an apology. Big time. Now be a man, go in there and apologize!"_

_During the following argument, Aunt May said "Ben, sweetheart. I am more than capable of-_

_"Oh no, you will not defend this boy. Look, Peter, you're a lot like your father, and that's good, but your father lived by a philosophy. He said that if you could do something good for other people, then it is your moral obligation to do those things. Not choice. Responsibility."_

_(FLASH-FORWARD)_

"Okay, I'm through" Felicia said, as Peter and Max looked at the files on her account. During the past two years, Felicia had learnt to hack into the Oscorp Special Projects files.

"Let's see what Harry has in store" Peter said as they accessed the blueprints page. The blueprints were for several biological weapons, the majority of which they had actually seen in action. They included Doc Ock's tentacles, Harry's goblin suit and glider, which was classified as "HOBGOBLIN", Systevich's Rhino armour, and even the same serum that neutralised Max's condition. Felicia plugged in a USB and downloaded the files.

"Come on, look's like we're going to Oscorp" Felicia said, before they left. Once Max and Peter left the room, Felicia logged off her account, but not before seeing a small file under the serum design. She accessed it, and saw the blueprints for an unusual armour. The armour was mostly green, save for the purple torso, forelegs and forearms, and came with a green mask that covered the majority of the user's face, exposing their mouth however. The sides of the mask had an AI interface built into the earpieces, which were decorated to look like orc ears, and had the top of the mask resemble a purple hat in some ways, which stuck out at the back of it. The forearms were also designed with small sample-taking syringes built into the palm areas. She looked at the bottom of the screen, and saw that this special project was classified as "GREEN GOBLIN".


	10. The spy?

Once he had said goodbye to Aunt May, Peter walked out into Felicia's car and they set off. Once they had reached Queens, Felicia stopped. Peter asked "what are you doing?"

"Come on already" Felicia muttered, looking at the mass diversion sign that was ahead of them.

"Great, no short cut for us then" Max said as they decided to take the longer way through Brooklyn. About half an hour into their journey, the radio system was turning on. It was a broadcast from Radio Bugle. Felicia turned up the volume to hear the news.

"Oh fuck. Not this asshole again" Peter moaned as the voice of Bugle editor J. Jonah Jameson boomed from the radio. Jameson was the loud-mouthed boss of the Daily Bugle Newspaper, who was always desperate for pictures of the "Web-Crawling Menace called Spider-Man". Peter had made an adequate wage by selling pictures of himself in costume to Jameson, although he wished Jonah would be more open to the possibility of Spider-Man being a hero.

_This just in, good people of New York._

_There have been reports of a large robotic suit of armour wreaking havoc in Brooklyn. All local civilians have been ordered by the NYPD to retreat to the safety of their homes immediately! For full coverage on this, go to /Brooklyn/Ar-_

When suddenly the radio was cut short as the car was suddenly bashed sideways with full momentum, being flipped in a 360o swivel as they crashed across the ground. Peter and Felicia put on their masks (and in Felicia's case, her wig) and crawled out of the car. Max stepped out of the wreckage also and they saw the chaos that was raging outside. Once the smoke cleared, they saw the suit that was laying waste to the street. Spider-Man knew immediately who it was.

"Vell, vell, vell, if it is not Spider-Man" Aleksei said as he smashed a truck with his upgraded armour. "Oh, and look, Elec-a-tro is-a-back. And a leetle woman accomplice, yes?"

"Did that Soviet bastard just call me a little woman?" Felicia asked as she sharpened the claws on her gloves.

"A little woman accomplice actually" Max corrected. "But you were close"

"Time to end you!" Aleksei said angrily as he closed the visor on his helmet and charged the group. Spider-Man narrowly avoided being impaled with the Rhino's horn by jumping over him. Max shifted to his Electro form and shocked the armour, but the suit was then revealed to have been upgraded with an anti-electricity system. The Rhino turned around and grabbed Electro by the neck, but Max nevertheless managed to use his bolts to crack one of the lenses on the Rhino's visor, temporarily blinding Systevich, who was there to kill Spider-Man and had had enough of Electro's interference. He charged Dillon again, hoping to get him out of the way, but Felicia intervened and threw a manhole cover at Systevich from behind.

"You!" Systevich shouted before hitting a building to the point of it toppling onto Felicia, trapping her as he grabbed a phonebox and threw it in Max's direction. Max was able to dodge the flying box before flying into the debris to find Felicia, while Spider-Man fought the Rhino.

"So, I see you've met the spy" Rhino mocked.

"Spy?" Peter said, before being thrown against a taxi.

"Yes, Spider. Mr Osborn has beeg plans for you. And it is thanks to the spy that all this is possible" Rhino continued as he kicked Spider-Man into what remained of the phonebox. Peter fell in with a thud, which knocked him out almost instantly. When he awoke, he found Max and Felicia at his side.

"Where's Systevich?"

"He got away!" Max said. "Escaped after you got knocked out"

"We'll get him next time" Felicia said.

As they walked to Oscorp, Peter felt a surge of paranoia. If what Systevich said was true, then one of his allies wasn't an ally at all. He had to figure out who it was, before it was too late.

**Author's note: Hey readers. I would like to thank you all for your reviews (yes, Spentlizard, even you), and to offer you all the chance to guess who of Peter's friends are actually the spy that Rhino mentioned. To do this, you can take part in the poll that is on my profile. You can choose between Max and Felicia, and feel free to state the reasons why you made this choice in the reviews. Also, feel free to check out the other stories on my profile. Thanks for reading.**

**johnpatgillespie.**


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